Independent
Tenure on this board
0.0 yrs
Also a director at
Eastman Kodak Co (KODK)
5 nominees · 3 ballot items.
Election of five directors; advisory approval of named executive officer compensation (Say-on-Pay); ratification of RSM US LLP as independent registered public accounting firm; and transacting other business as may properly come before the meeting.
Elect five director nominees (David P. Bovenzi, Andrew W. Dorn, Jr., Steven C. Finch, Robert M. Glaser, Susan R. Holliday) to serve until 2029.
Non-binding advisory vote to approve, on an annual basis, the compensation of the company's named executive officers as disclosed in the proxy statement.
The management proposal requests shareholder ratification, on a non-binding advisory basis, of the Company’s 2025 named executive officer compensation as disclosed in the proxy statement, including the Compensation Discussion and Analysis and related tables. Management frames the program as pay-for-performance with a mix of base salary, annual cash incentives (EIP) tied to PPNI, loan growth, deposit growth excluding BaaS, and net charge-off ratio, and long-term incentives (RSUs and PSUs) tied to ROAA and Relative ROAE; gateway capital requirements and individual performance scorecards apply. Management is seeking endorsement to validate its compensation design and to retain market-competitive pay practices; the Board recommends FOR, citing alignment with shareholder interests, use of independent consultants, clawback policies, stock ownership guidelines, and recent shareholder outreach. The vote is advisory and non-binding but will be considered by the MD&C Committee in future compensation decisions; the proxy discloses recent adjustments (e.g., supplemental RSUs after 2024 investment securities restructuring) and notes responses to shareholder feedback, including metric changes proposed for 2026 (TCBV replacing Relative ROAE). The Board’s justification rests on improved 2025 financial performance, rigorous governance, and compensation features intended to mitigate excessive risk-taking.
Ratify the selection of RSM US LLP as the Company's independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PL Capital Advisors, LLC | 9.23% | 1,816,102 | $58M |
| 2 | ADAGE CAPITAL PARTNERS GP, L.L.C. | 4.82% | 948,441 | $30M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 4.66% | 917,512 | $29M |
| 4 | WELLINGTON MANAGEMENT GROUP LLP | 4.25% | 837,514 | $27M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.24% | 835,538 | $26M |
| 6 | BlackRock, Inc. | 3.74% | 736,647 | $23M |
| 7 | BlackRock, Inc. | 3.06% | 602,976 | $19M |
| 8 | STATE STREET CORP | 2.94% | 579,119 | $19M |
| 9 | ACADIAN ASSET MANAGEMENT LLC | 2.82% | 554,604 | $18M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.54% | 499,656 | $16M |
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